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Exhibit 10.69    
    


PERSONAL AND CONFIDENTIAL  


March 5,
2004 


Mr. Dale
Messick

Senior Vice President and Chief Financial Officer

c/o Worldspan, L.P.

300 Galleria Parkway, N.W.

Atlanta, Georgia 30339 


Dear
Dale: 


In
view of your termination of employment and in consideration of your execution of the attached General Release of All Claims, you, Worldspan, L.P. ("Worldspan") and Travel Transaction Processing
Corporation ("TTPC") agree as follows: 



        1.     Termination Date.    Your last day of active status at Worldspan was February 13, 2004. This date will be
referred to herein as your "Termination Date." All payroll deductions, including the Worldspan Retirement Savings Plan deduction, will cease effective as of your Termination Date. You acknowledge and
agree that you will not be eligible for any payment under the 2003 or 2004 Executive Incentive Compensation Plan. 


        2.     Severance.    Worldspan will provide you with the items set forth in Section 8(c) of the Employment
Agreement dated as of August 29, 2003 between Worldspan, TTPC and you (the "Employment Agreement") with the exception that you agree that continuation of your Base Salary (as defined in the
Employment Agreement) will commence on September 1, 2004 for a period of 18 months and continuation of your participation in the group life insurance and group medical and dental plans
as described in Section 8(c) of the Employment Agreement will commence on February 16, 2004 for a period of 18 months. After expiration of the 18 month period applicable to
the continuation of the group life insurance and group medical and dental plans, you may elect COBRA continuation coverage in accordance with federal law and Worldspan's policies. You acknowledge and
agree that your eligibility to receive these items is subject to and contingent upon your keeping of the covenants contained in Section 9 of the Employment Agreement. In the event you breach
such covenants, Worldspan shall have the right to institute legal proceedings to prevent your further breach, cease payment of said amounts to you, seek recovery of any portion of said amounts already
paid, and/or seek recovery of damages. 


        3.     Vesting of Stock Options.    Notwithstanding Section 3(a) or 5(c) of the Stock Option Agreement dated as
of September 22, 2003 between you and TTPC (the "Stock Option Agreement"), 8,000 Series 1 Options and 8,000 Series 2 Options (each as defined in the Stock Option Agreement) will
vest as of August 31, 2004; provided, however, that such Series 1 Options and Series 2 Options will not vest on such date if the
Consulting Agreement dated as of February 16, 2003 between Worldspan and you (the "Consulting Agreement") is terminated by Worldspan for Cause (as defined in the Consulting Agreement). The
Chairman, President and Chief Executive Officer of Worldspan ("CEO") may elect, in his sole discretion, to vest the aforementioned 8,000 Series 1 Options and 8,000 series 2 Options prior
to August 31, 2004. An additional 8,000 Series 1 Options and 8,000 Series 2 Options may vest, subject to the sole discretion of the CEO, on a date selected by the CEO. Effective
as of the Termination Date, all other Options (as defined in the Stock Option Agreement) held by you will terminate and be cancelled as provided in the Section 5(c) of the Stock Option
Agreement. All vested Options shall be exercisable no earlier than August 31, 2004 and no later than February 28, 2005. 






 




        4.     Vesting of Promote Stock.    Notwithstanding Section 3(b) of the Restricted Stock Subscription Agreement
dated June 30, 2003 between you and TTPC (the "Restricted Stock Subscription Agreement"), the Restricted Period shall lapse with respect to 37,500 Shares (as defined in the Restricted Stock
Subscription Agreement) as of August 31, 2004; provided, however, that the Restricted Period shall not lapse with respect to such Shares if the
Consulting Agreement is terminated by Worldspan for Cause. The CEO may elect, in his sole discretion to lapse the Restricted Period with respect to the aforementioned 37,500 Shares prior to
August 31, 2004. The Restricted Period may lapse with respect to an additional 37,500 Shares subject to the sole discretion of the CEO, on a date selected by the CEO. TTPC, Citigroup Venture
Capital Equity Partners, L.P. ("CVC") and Ontario Teachers' Pension Plan Board ("OTPP") hereby waive their respective rights to repurchase such Shares with respect to which the Restricted Period has
lapsed pursuant to Section 4 of the Restricted Stock Subscription Agreement. TTPC, and then CVC and OTPP, shall retain the right to repurchase the remaining Shares held by you in their sole
discretion in accordance with Sections 4(c) and 4(d) of the Restricted Stock Subscription Agreement. 


        5.     Governing Law.    This Agreement has been entered into in, and shall be governed by and construed under the laws
of, the State of Georgia. Worldspan, TTPC and you consent to the exclusive jurisdiction of any local, state or federal court located within the State of Georgia, and waive any objection relating to
improper venue or forum non conveniens to the conduct of any proceeding in any such court. 



        6.     Effect of Death.    If you die while any amount is still payable to you hereunder, all such amounts unless
otherwise provided herein or in applicable plan documents, shall be paid in accordance with the terms of this Agreement to your estate. 


        7.     Entire Agreement.    This Agreement constitutes the entire agreement between you, Worldspan and TTPC and
supersedes any oral communications, agreements and understandings between you, Worldspan and TTPC. 




        If
this Agreement accurately reflects our understanding, please sign the enclosed copy in the space provided and return the same to me. 


Sincerely,




	Worldspan, L.P.	 	Travel Transaction Processing Corporation
	

By:	
 	

/s/  MARGARET K. CASSIDY      
 Margaret K. Cassidy	
 	

By:	
 	

/s/  MARGARET K. CASSIDY      
 Margaret K. Cassidy





	

Title:	
 	

Vice President and Associate General Counsel	
 	

Title:	
 	

Secretary





Read,
Acknowledged and Agreed to this 5th day of March, 2004. 



	/s/  DALE MESSICK      
 Dale Messick	 	 




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Acknowledged
and Agreed Solely for Purposes of Section 4: 



	CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P.	 	 
	

By:	
 	

 Name:

Title:	
 	

 
	

ONTARIO TEACHERS' PENSION PLAN BOARD	
 	

 
	

By:	
 	

 Name:

Title:	
 	

 




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        IN WITNESS WHEREOF, Holding and the Former Employee have duly executed this Stock Repurchase Agreement as of the date set forth above. 



	 	 	TRAVEL TRANSACTION PROCESSING CORPORATION
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

By:	
 	

/s/  MARGARET K. CASSIDY      

	 	 	 	 	Name:	 	Margaret K. Cassidy
	 	 	 	 	Title:	 	Secretary
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

FORMER EMPLOYEE
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

By:	
 	

/s/  DALE MESSICK      
 Dale Messick




[Signature
Page to Stock Repurchase Agreement] 


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Exhibit 10.69